The Deprez family founders of Belgium fruit and vegetable group Greenyard are launching a takeover bid for the Brussels-listed business.
Hein Deprez and his family currently hold 37.7% of the shares in Greenyard and are seeking to acquire an additional 57.73% from the company’s shareholders at €7.40 ($8.43) each – the intended offer – through around 29.74 million shares.
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A new holding company has been set up for the process, Garden based in Luxembourg, and which will house the existing shares of the Deprez family and those purchased through the offer.
As of Greenyard’s 11 April statement of the offer, the Deprez family will be the “sole shareholder” of Garden.
They will be supported in their intent by Solum Partners, an investment manager for the food and agriculture industry headquartered in Massachusetts.
Solum will provide financing for the share offer, if successful, and will become a “co-controlling shareholder” of Garden post transaction with the Deprez family.
“The Deprez family and Solum, through the intended offer, seek to support Greenyard to achieve its strategic priorities by enhancing the stability of its capital base through private, long-term capital,” according to the statement.
The share offer has been approved by Greenyard’s board, which “unanimously supports and recommends the intended offer”, subject to closing conditions and regulatory approvals.
On the condition of an acceptance threshold of 95% of the Greenyard shares – the 57.73% bid and the Deprez family holding of 37.7% – Garden will then exercise a so-called “squeeze-out” for the rest of the business.
Koen Hoffman, the chairman of Greenyard’s board, said: “Subject to our thorough evaluation of the prospectus to be filed and the report of the independent expert, the board of directors has assessed the offer and unanimously decided to support it.
“We, as the board of directors, believe that the offer is in the interest of both the company and its stakeholders.”
Mr Deprez founded what was then Univeg in 1987 before the company became Greenyard. In 2015 a merger between Greenyard, Univeg and agribusiness Peatinvest emerged, with Hein Deprez owning shares in each of those businesses before the deal was completed.
Under former notifications, Greenyard is seeking to reach €5.4bn in annual sales by March 2026, along with an adjusted EBITDA print of €200-210m.
In the first half of the company’s current financial year, sales climbed 6.1% to €2.6bn, led by pricing of 2.4%, or what Greenyard termed as “inflation compensating measures”. Volumes rose 2.9%.
Adjusted EBITDA increased 4.6% to €94.4m. Net profit was €1.2m.
Sales in the company’s recent full financial year (2023/24) rose 10.9% to €5.1bn.
Adjusted EBITDA increased 11.5% to €186.5m and net profit was up 63% at €15.2m.
That same fiscal year, Greenyard struck a couple of acquisitions. It bought Belgium’s Crème de la Crème, a private-label manufacturer of frozen desserts such as ice lollies, sorbet and gelato.
And it acquired dairy-free, Italian-style, ice-cream maker Gigi Gelato, headquartered in the Netherlands. That was before Francis Kint was promoted to CEO at the tail end of 2023, ending the dual leadership of Hein Deprez and Marc Zwaanveld.
Greenyard said in its offer statement that the price submitted for the additional shares will be reduced depending on gross dividends paid to its shareholders.
Current shareholders – equating to 30.04% or around 15.47m shares – were identified in the statement as being: Alychlo NV, Sujajo Investments SA, Agri Investment Fund BV, Mr Joris Ide and Mr Marc Ooms “indirectly through family holding companies”.
Those entities and people have “committed to tender their shares in Greenyard” under the offer proposal, which at €7.40 a share represented a premium of 37% over the company’s market price as of 1 April.
